I'mmm Sorry
by l0x0r
Summary: After the events of the Mmmystery on the Friendship Express, Rarity, Fluttershy, and Rainbow Dash decide to find a gift to show Pinkie just how sorry they are. However, gift giving is harder than it looks, especially when three friends have to agree on what to get.


I don't own My Little Pony

Are you ready for some disappointment and squandered potential?!

* * *

Although Pinkie Pie and the other chefs from Ponyville had won the National Dessert Competition's Grand Prize already, there were still several other prizes that needed to be awarded. The day was young, and there was still much to see, touch, and taste.

After a well earned round of congratulations, Pinkie had left to tour the rest of the competition with her fellow chefs, intent on sampling as many of the assorted confections she possibly could. Applejack had left on a similar mission, to seek out new apples and new apple recipes, to boldly go where no member of the Apple family had gone before. Meanwhile, Twilight had attached herself to Princess Celestia's side as they too toured the rest of the competition's entries, in a manner that could almost be labeled as borderline obsessive.

Each of them had invited their friends along, but for one reason or another, Fluttershy, Rainbow Dash, and Rarity had politely declined, and now found themselves sitting in the guest section on the outskirts of the competition.

Rainbow Dash was lolling in her seat, with bored, half-lidded eyes, watching the happy bakers having fun. She liked cake and other sweet things as much as the next pony, but not enough to purposely go to a competition for them. Maybe the next time Pinkie invited her to one of these, she'd come up with an excuse to miss it. That way she could save herself not only from boredom, but from falling into temptation and messing up her friendship. She sighed heavily as she settled deeper into her seat.

Rarity was also less than pleased by being at the National Dessert Competition. She watched the crowd, and the cakes, with equal parts longing, and resignation. It would be wonderful if she could indulge in the sweets the way Pinkie did. There were several on display that looked simply divine, but all that sugar, all those calories, they'd go straight to her hips, and various other places if the bakers in attendance were any indication.

Already she would have to watch what she ate more carefully for the next few days, thanks to the un-lady-like sample she'd taken from Pinkie's cake. Oh, She'd felt positively horrid afterwards, but Pinkie had made it sound so delightful that Rarity simply hadn't been able to resist. And the cake had been every bit as delightful as she'd imagined it, yet it certainly hadn't been worth the pain she'd caused dear Pinkie Pie, nor the aerobics she'd have to do to burn all those calories off. Rarity's sigh echoed Rainbow Dash's as she reflected on her poor conduct from the night before.

Fluttershy looked even more miserable than her friends combined. Even though the day was wonderful, and the garden they were having the desert competition in was beautiful, with several happy birds flittering about, waiting for the chance to clean up a few of the sweet crumbs from the many cakes and confections, Fluttershy felt absolutely horrible.

She just didn't know what had gotten into her. Pinkie had made the cake sound so wonderful, that Fluttershy just hadn't been able to resist tasting it. She'd even deluded herself into thinking that Pinkie Pie wouldn't mind if she had one small nibble. She knew it had been wrong. That's why she had run away and why she'd disguised herself when Pinkie came looking for her. But the realization that she'd done something truly bad had only really hit her later, along with a tidal wave of guilt.

Even though Pinkie had forgiven her, as well as Rarity and Rainbow Dash, and even had gone on to win the grand prize, deep down, Fluttershy didn't feel like she'd atoned nearly enough for hurting Pinkie and possibly damaging their friendship forever. Pinkie probably hated her now, and so would the Cakes when they heard about what she'd done. The thought of so many ponies disappointed in her caused Fluttershy to hang her head and moan pitifully.

"Why, Fluttershy darling, whatever is the matter?" Rarity asked with concern. She tilted her head down to try and examine her friend's face. "You look positively ill. Are you feeling unwell?"

Fluttershy sighed deeply before lifting up her eyes to Rarity's. "No. I mean yes. I mean … maybe?" Her questioning tone revealed just how confused she felt. "I guess I, well, I just still feel really bad for eating Pinkie's cake without her permission. Not only that, but I almost ruined her chances of winning after all that hard work she put into it too."

Rarity shifted closer to Fluttershy, pressing her side comfortingly against her friend's. "I know exactly what you mean," Rarity replied with a sigh of her own. "Although we've already apologized once, it just feels somewhat … inadequate."

"Yeah, I feel the same way," Rainbow Dash admitted, drawing the attention of Fluttershy and Rarity. She also had stepped closer to her friends and was rubbing the back of her neck with her hoof, refusing to meet their eyes as she explained, "I mean, it didn't feel like such a big deal at the time, but now that we're here, and I see just how big and important all this is to Pinkie, I feel really bad about almost messing up her chance."

Rarity sighed in resignation. "It seems we all feel horrible for acting in a manner so unbecoming of friends."

I hope Pinkie doesn't hate us," Fluttershy mumbled at her hooves.

Rainbow Dash hovered herself over to Fluttershy's far side and put a comforting hoof on her shoulder. "No way. Pinkie's our friend, and I don't think that she can hate anypony, especially her friends. She was probably a little mad, and she might still be a little bit, but she definitely doesn't hate us."

Rarity chimed in, "Rainbow Dash is right. Pinkie doesn't hate you, or any of us." She frowned in thought. "But perhaps we should do something more than simply apologize. There has to be a way for us to show her that we're truly sorry for what we did, and really do want to remain her friends."

Rainbow Dash looked thoughtfully aside and rubbed her chin with her hoof. "You know, that doesn't sound like a bad idea, Rarity."

"But what would we give her?" Fluttershy asked, as both her head and depression began to lift slightly.

All three ponies lapsed into silence for several minutes as they mulled over the idea.

"New skates?" Rainbow Dash suggested.

"A pedicure?" Rarity countered.

"A trip to the circus," Dash replied.

"Box seats at the opera," Rarity answered.

"A new pet," Rainbow Dash offered, taking a good natured jab at Pinkie's odd alligator.

"A new manestyle," Rarity replied with a smile.

Fluttershy spoke up, "How about a party?" she asked, before her friends could go too far afield.

Almost out of hoof, both the others rejected the idea. "A party?" Rarity asked, doubtful, but kindly so. "Don't you think that's kind of cliché?"

"Besides which, she didn't exactly handle the last one we threw her too well," Rainbow Dash added.

"That's true," Fluttershy admitted in defeat. With a slightly more hopeful tone she suggested, "But we are in Canterlot, and they say that if you can't find it in Canterlot, you can't find it anywhere. Maybe we can buy something for Pinkie, something from the heart."

Never one to be averse to shopping, Rarity quickly agreed, "That's a wonderful idea, Fluttershy!"

"Makes sense to me too," Rainbow Dash added. "They did seem to have a bunch of stores in this town. We'll definitely find something that'll impress Pinkie Pie."

Having at least decided to get something for Pinkie, if not exactly what, the three friends discretely made their way out of the spectator area of the National Dessert Competition, and quickly lost themselves in the crowd. Soon Rarity was confidently leading the way to Bit Avenue, Canterlot's most fashionable shopping district. Fluttershy followed closely behind her, and Rainbow Dash trailed behind, lazily hovering above the wide thoroughfare thronged with ponies of all shapes and sizes.

Rarity gleefully announced, "I know a simply fabulous store, just up ahead. They have all the latest fashions and are always in the forefront of every trend. I'm sure that we'll find something there that Pinkie will absolutely love!"

"It sounds nice," Fluttershy absently replied. Her attention was fixed on the multitude of ponies they were passing, all of them strangers, some of whom even looked back at her. With an inward cringe, Fluttershy hastily looked away and moved even closer to Rarity.

"Eh, I don't know, that doesn't really sound like Pinkie's style," Rainbow Dash observed. She too was scanning the crowd, but there didn't seem to be many ponies who looked like they'd be very interesting to talk too. It seemed like most of the ponies in Canterlot were a bit on the stuck up side.

Rarity stopped mid-step and turned to look back at Rainbow Dash incredulously, hotly declaring, "Chez Charmelion has something for everypony, no matter their style!"

Rainbow Dash cocked an eyebrow and asked, "Chez Charmelion, what kind of name is that?"

"A perfectly good name, _Rainbow Dash._ Anyway, here we are," Rarity rejoined. She lifted a hoof to point out the storefront they'd stopped in front of.

While it took up no more space than the shops nestled on either side of it, the facade of Chez Charmelion dominated the street, and both Fluttershy and Rainbow Dash were surprised that they hadn't noticed it earlier. Tall, crystal-clear windows revealed the store's interior, or so it seemed, thanks to a multitude of strategically placed mirrors. In reality the view only gave a tantalizing glimpse of beautifully designed clothes, intricately crafted jewelry, and a host of must have accessories. All without actually revealing what was going on within the store. Above the windows in large, but severe black letters were the words, Chez Charmelion.

"At last, a sign of civilization," Rarity said with relief. "Let's hurry inside. I simply can't wait to see what they have in stock this week." She rushed ahead, practically throwing the glass doors open with her magic, and disappeared into the store. Fluttershy and Rainbow Dash looked uncertainly at one another and shrugged before following after her at a calmer pace.

The inside of the store was much sparser than the windows would lead a pony to believe. Where the clothing stores in Ponyville normally tried to put out as many racks of clothing as possible for their customers to peruse, at Chez Charmelion, there were far fewer displays, but they were much more dynamic and fluid, showing off the clothes in the best possible light. The sun poured in through large skylights overhead, and reflected off the glowing white marble floor flawed with only a few golden veins. In the center of the pristine marble was an ebony inlay perfectly matching the bold sign from outside.

Fluttershy felt highly out of place in such a polished, shining store, and even Rainbow Dash seemed reluctant to enter more than a little ways into the posh boutique. Rarity however had stopped in the center of the room, atop the Chez Charmelion sign and was slowly turning around, practically skipping with excitement, wearing a large, gleeful smile as she examined all the wonderful merchandise on display.

A highly refined male voice with a horribly thick and stereotypical Scandinavian accent spoke out, "Oh, Miss Rare-etai, you have come back to see us again, yes?"

An nearly identical voice called out, "Yes, you naughty pony, it has been weeks and months and years since the last time you came." Two lime green unicorn stallions with identically stylishly short cut manes appeared from behind a display and approached Rarity. They were wearing matching suits that were probably quite fashionable, but to uneducated eyes, such as Rainbow Dash's and Fluttershy's, they appeared to be nothing more than a patchwork of triangles made out of all sorts of different materials sewn haphazardly together.

Rarity giggled as she replied, "Oh Charles, Leone, stop it. I was here at most a month ago." She allowed the twin stallions to lift and kiss her hoof like true gentleponies.

"A month, a year, it's all the same when you're not here," replied one of them, still holding her hoof in his.

"It's so cold, so dark, and so lonely without you," added the other, dramatically throwing his hoof across his forehead for added effect.

Rainbow Dash snorted and rolled her eyes. Trust Rarity to manage to find two ponies just as over the top as she was.

The three unicorns didn't notice Rainbow Dash's snort. In fact, they seemed to be in a world of their own.

The one holding her hoof finally set it down and leaned in close to Rarity. "So, Miss Rare-etai, what brings you to our wonderfully exclusive boutique today, hmmm?"

Rarity chuckled alluringly as she answered, "Oh, well, I'm looking for a little something for a friend of mine. Something that says, 'I'm dreadfully sorry, dear, can we please stay friends?'"

Rainbow Dash and Fluttershy had moved a bit further into the store. Rainbow Dash listlessly examining a small piece of cloth that she had no clue what it was supposed to do. Fluttershy on the otherhoof hadn't moved far from the door, and was examining a display of designer saddlebags more out of politeness than out of true curiosity.

She jumped slightly as one of the garishly green unicorns loudly exclaimed, "We have just the thing!"

"A beautiful coat we just got in just this morning!"

"Yes, a stylish coat to match the stylishness of any of your stylish friends!"

One of the twins hurried away, but reappeared almost immediately holding aloft a voluminous, fuzzy, white garment with his dark green magic. He draped it over Rarity, enveloping her in the soft, cloud-like fabric. He actually squealed as he said, "Oh, you look absolutely fabulous darling!"

The other twin lifted up a piece of the fuzzy collar for Rarity to rub her cheek against. "Can you feel how luxurious that is? It's authentic faux fur. It's like we skinned a whole herd of fake baby seals to make it. Very exclusive." By the tone of his voice, it was obvious that for the twins, exclusive and expensive were synonyms.

Rainbow Dash couldn't hold back a snort of laughter, and even Fluttershy found herself grinning as Rarity cooed and intimately examined the luxuriousness of the coat. It was so voluminous that it nearly completely hid her head and tail, causing to look very much like a stack of puffy marshmallows.

Rainbow Dash flew closer to get a better look, still quietly chortling to herself as she commented, "Gee, I don't know, somehow I just can't see Pinkie wearing something like _that_."

One of the twins looked up at her with a cocked eyebrow. "Oh, and who might you be, Miss expert lady?"

"This," Rarity explained, as she reluctantly levitated the warm, soft coat off of her back, "is my good friend, Rainbow Dash. And over there is my other friend, Fluttershy. Girls, these are Charles and Leone Charmelion, the proprietors of this wonderful establishment."

"Hey," Rainbow Dash said confrontationally.

"Um, hi," Fluttershy echoed timidly, still reluctant to enter further into the store.

The twins eyed Rainbow Dash and Fluttershy with matching mmmmmhhhhhhhmmmmm's, their expressions revealing that they were less than impressed with Rarity's friends. They exchanged knowing glances with one another before one took a couple of steps forward and with a dismissive hoof wave in Rainbow Dash's direction asked, "Well, Miss Rare-etai, would one of these, uh, 'friends' of yours happen to be the pony you're shopping for here today?"

Rarity tilted her head in confusion as she replied, "No, why?"

With relief in his voice, Charles, or perhaps Leone answered, "Ah good, it's just that I'm not sure we have anything in stock that would suit such ... unique ponies."

Rainbow Dash didn't usually pay much attention to ponies she felt were too fancy for their own good, but that had sounded a little too much like an insult for her to just let it go. She quickly closed the distance between herself and the other pony, putting her face close to his.

"And what does that mean?!" she asked angrily.

The stallion scrunched his face up and rolled his eyes in uncertainty as he hesitantly replied, "Well, you know, you're just not ... quite ... Chez Charmelion material." He took a step back, and seemed to gain some confidence as he let out, "I mean look at those split ends," he helpfully pointed to Rainbow Dash's bangs.

"And those chipped hoofs; don't they have any ferriers where you're from?" His brother quickly added.

"And that wind-chapped complexion, hello, moisturizer calling, why are you not picking up you crazy lady?"

The other stallion zeroed in on Fluttershy and admonished, "And you, Miss Nature, look at you. You could be so much prettier if you just did something with all that mane. Have you never met a pair of scissors you didn't hate? No offense, or anything."

Fluttershy smiled sweetly as she replied, "Oh, none taken."

Rainbow Dash growled deep in her throat and her muscles grew taunt as she readied herself to leap at the other pony and introduce him personally to her chipped hooves. Frowning angrily, she growled through clenched teeth, "What did you say? I'm going to ..."

Both the brothers backed away, nervously looking at one another, their horns beginning to glow, obviously spooked by Rainbow Dash's naked aggression. Just as she was about to launch herself at them, Rainbow Dash found her path blocked by an elegantly manicured white hoof.

With angry confusion, Rainbow Dash glanced at Rarity, and she met her with a deadly calm, collected light in her eyes, which was at odds with her humorless smile.

In a voice made taunt by restraint, she sweetly said, "Please calm down, Rainbow Dash. That's no way for a lady to act in an establishment such as this."

Hearing Rarity's chastisement, the two brothers calmed down, releasing their magic almost as quickly as they returned to their smug ways.

One of the twins leaned over the top of Rarity and taunted Rainbow Dash, "Yes, she's right, Miss rainbow head. You can't come in here all willy-nillies and get angry with us!"

Rainbow Dash was confused by Rarity's interruption, and she breathed heavily through her nose, and her instinctive pawing at the ground revealed just how much the brothers' renewed confidence was chaffing her. She shot another glance at Rarity, who seemed unaware of just how frustrated Rainbow Dash was.

Instead, Rarity longingly traced the contours of the jacket she was holding aloft, with her eyes. She sighed as she folded it neatly and laid it on a nearby table. Only once it was safely put away did she turn her attention to the Charmelion brothers with a disarming smile, unobtrusively continuing to block them from Rainbow Dash's bridled wrath.

In a voice slightly higher than her normal affected accent, Rarity asked, "Excuse me, but what was that you were saying about my dear friends?"

The twins almost bowed as they hastily reassured her, "Oh, Miss Rare-etai, we didn't mean any disrespect."

"No, no disrespect for you."

"But this shop has standards."

"Really high standards."

"Like, wow, Cloudsdale's way down there, kinds of standards."

"We only serve the most elite ponies in our store. Ponies with refined, sophisticated tastes, like you," His voice grew flat and serious. "And not these country bumpkins."

His brother threw a dramatic hoof over his forehead and cried out, "I can feel our trendiness trending down now." He staggered theatrically over to where Fluttershy was standing, and ran his hooves over the handbags possessively. "These designs aren't even avant-garde anymore. Now they're just garde! I'm sorry Miss Rare-etai, but these ponies must simply go!"

The brother still by Rarity's side quickly assured her, "Oh, but not you, Miss rare-etai, you can stay. You are very trendy, yes?"

"Tres chic!" His brother called out as he began to usher Fluttershy toward the exit. She gave out a quiet eep, and looked in confusion first at him, and then over at Rarity.

Rarity tilted her head in though before she calmly replied, "I see." She gave an absentminded wave of her hoof, to tell Rainbow Dash to stay calm. For her part, Rainbow Dash was almost visibly vibrating with the urge to fly around the store and see just how much property damage a F2 tornado could do.

Rarity continued to smile coldly as she said, "Very well then, 'gentlecolts,' thank you for your offer, but I'm afraid that I must decline. You see, anywhere that my friends aren't welcome is somewhere I don't want to be. In fact, if you were to drop to your knees at this very moment and apologize for what you've said about my friends, I doubt I would consider stepping a hoof inside this store ever again, even then." As she'd spoken, her smile had slipped into a feral snarl, and she aggressively was glaring at the brother closest to her. "Further, I'm going to tell all my customers just what kind of store this is, and I won't rest until every fashion magazine from here to Manehatten knows just how stuck up, superficial, and egotistical you both are!"

The green unicorn was cowed by Rarity's intensity, but tried to stammer out, "B-but Miss Rare-"

"But nothing!" Rarity savagely interrupted him. "I've had to learn the hard way about what true friendship entails, and one Fluttershy or Rainbow Dash is worth a hundred of either of you! Now then, if you'll excuse us, we are leaving!" Rarity declared with a stomp of her hoof, causing a few strands of her mane to spring loose.

With her head held high, Rarity swept out of the store, deigning to give the brother near Fluttershy a rather fierce glare before shooing her friend out in front of her. Rainbow Dash seemed mollified by Rarity's display and paused only long enough to stick out her tongue at the two brothers before she trotted out after her friends.

Outside Rarity was continuing her angry tirade. "Of all the nerve –"

Fluttershy gently interrupted her, "It's okay Rarity, maybe they just aren't used to ponies from outside Canterlot."

"Or maybe they're just a couple of jerks," commented Rainbow Dash as she came to a stop next to her friends.

They began walking down the broad boulevard once more, none of them really leading the way, but none of them seeming to want to remain in front of the store any longer than they had to.

As they walked, Rarity snorted in angry amusement. "I believe you may be right, Rainbow Dash." She sighed and apologetically said, "I'm sorry girls. If I had known just how prejudiced those two were, I never would have suggested we stop by there. I've just never seen them act that way before. They were always so kind to me."

"It's okay, Rarity," Fluttershy said, placing a comforting hoof over Rarity's shoulder. "We'll just find another store."

Rainbow Dash threw out, "Besides, It's not like you're responsible for all the idiots in Equestria. Anyway, I don't see Pinkie going for anything they were selling back there."

Rarity hung her head and sighed daintily. "Perhaps you're right. Maybe I was thinking about what I'd like to get as a present, rather than what Pinkie Pie would want."

Fluttershy was walking close to Rarity, offering her support, and she said with soothing warmth, "It's okay, Rarity. I'm sure there were lots of nice things in there that anypony would love. Even if the owners weren't … very nice. Also, their prêt-a-porter collection was last season's at best, and the few haute couture pieces they had looked absolutely awful."

It took a few moments after her nearly impassioned critique for Fluttershy to realize that both Rainbow Dash and Rarity were looking at her askance. Under their questioning gazes, Fluttershy blushed and demurely lowered her eyes, softly adding, "At least that's what I think."

"Uh, yeah," replied Rainbow Dash. It was almost possible to see her pushing Fluttershy's odd remarks aside and turn back to the matter at hoof. "Anyway, we just need to find another store, someplace cooler."

Rarity smiled wanly and brushed her errant strands of hair mostly back into place. "You're right. Well, we still have time before our train leaves. Let's see if we can find a more agreeable boutique."

They walked for several more minutes before Rainbow Dash paused and pointed out a building. "Whoa, check that out."

Far down the street was a store that apparently catered mostly to pegasi. While most of the buildings in Canterlot were made of stone, polished by the years and the magic of unicorns until they shone like so many jewels, this building appeared to be made out of clouds. They had been squeezed between two more substantial, normal buildings, and the front had been squared off so that the store had the same dimensions as its neighbors, just puffier. There was a traditional entrance at ground level, but high in the sky, pegasi were entering and leaving through openings on the third floor.

"I'm not sure," Rarity said thoughtfully.

"Oh come on," Rainbow Dash replied emphatically. "That's the first store I've seen in this town that practically screams awesome!"

"Well …" Rarity drawled uncertainly. The store's façade didn't really lend itself to promising to have something Pinkie would enjoy. But, they still had time to go in, peruse a bit, and find another store before their train left, and Rarity had already dragged her friends to one store that had turned out to be a dud. Perhaps it was Rainbow Dash's turn. "I suppose it wouldn't hurt to try it out. You and Fluttershy were kind enough to indulge me in my choice of shops, the least I can do is to return the favor."

"Yes!" Rainbow Dash cried, pumping her hoof in victory. "Come on; let's go see what they've got." She flew ahead while Fluttershy and Rarity followed at a more sedate pace. Despite her capitulation, it was obvious that Rarity still had a few misgivings about the prospect of finding what they were looking for at this particular store.

Fluttershy told her reassuringly, "It's alright, Rarity. I'm sure that they'll have lots of nice things for sale. And Pinkie will love anything that we get her."

As they reached the entrance to the store, Rarity managed a crooked smile for Fluttershy. "Yes, I'm certain you're right. Although, it would be nice to get something for Pinkie that she will love, rather than get something she loves because we bought it for her."

Rainbow Dash had been impatiently waiting for them, hopping from hoof to hoof. Her eagerness finally won out and as Fluttershy and Rarity reached the welcome mat, she zipped inside.

Fluttershy and Rarity exchanged a smile at Rainbow Dash's obvious excitement, and followed her inside. The interior of the store was a veritable explosion of sporting goods, flying gear, kitsch Wonderbolt related knickknacks, and exercise equipment. Blue and gold seemed to be the primary colors, and the larger, more bulky equipment was nearly lost amidst a dense forest of racks and displays. With so much for sale per square hoof, even the large, vibrant murals of the Wonderbolts and other great pegasi athletes captured in mid-flight couldn't command the attention they deserved. Far overhead, illuminated by the soft light permeating the cloud surrounding them, several pegasi drifted between a series of stepped clouds that held even more merchandise.

Rainbow Dash seemed like a foal in a candy store. Her excitement was easy to tell by the energy in her ever shifting stance as she mentally deliberated on what part of the store to visit first, with a gleeful smile on her face. She finally made her decision and dived headfirst into a narrow aisle between a cardboard cutout of Soarin proudly advertising a brand of hoof polish, and a pyramid made of dietary supplements.

Fluttershy and Rarity had only begun to follow after her, both having taken a few moments to come to grips with just how much stuff there was in the store, when a deep voice kindly called out, "Ladies, welcome to Exhibbett Sports. Is there anything I can help you with?"

They looked up to find a brilliantly white pegasus stallion seeming to descend a ray of light that had peaked through one of the openings high above. His golden mane and tail were long and flowing. It wasn't until he landed, just in front of Fluttershy and Rarity, that it was apparent that he wasn't nude, but was wearing a taunt white shirt that revealed every crease in his sculpted physique. According to the nametag that spoiled his otherwise flawless outline, his name was Sundowner.

With a toss of his mane, and a rakish smile, he asked, "Are you lovely young ladies looking for anything in particular today?"

Fluttershy instinctively began to duck behind Rarity, but she tried her hardest to be outgoing, and managed a pleasant, "Oh, um, we're just looking, thank you."

For her part, Rarity smiled charmingly toward the stallion and made a show of reading his nametag. "Thank you … Sundowner. But perhaps you'd be better off helping our friend, Rainbow Dash, instead. We came in looking for something for another friend of ours, but she seems to have gone off on her own little shopping spree." Rarity helpfully pointed out Rainbow Dash's multihued mane bobbing up and down the aisles, but Sundowner only gave her a cursory glance before turning his full attention back to Rarity, and more particularly Fluttershy.

With a slight chuckle he replied, "Well, it sounds like you're not giving us much of a chance, to have whatever it was that you're looking for your friend. We pride ourselves for having something for everypony."

Sundowner's disarming smile, and her months of practice at being outgoing allowed Fluttershy to step forward slightly and offer, "Um, our friend is an Earth pony, so she probably isn't as interested in all the nice things you have for sale here, like most pegasi would be."

With a snort and half-lidded eyes, Sundowner replied, "You don't have to be a pegasi to appreciate our goods, believe me. We carry a wide array of equipment, for pegasi, earth ponies, even unicorns." Sundowner turned his head and ran his eyes appreciatively over Rarity. "Although a unicorn in such perfect physical condition as yourself might not need any of the equipment we offer, Miss … ?"

"Rarity," she matter of factly replied, although the very edge of her mouth was turned up in amusement. "And this is Fluttershy."

Sundowner turned his winning smile back to Fluttershy and eased over to her.

Timidly she glanced up at him and back down to her hooves a few times as she let out, "H-hello."

"It's a pleasure to meet such a … classically figured pony such as yourself, Miss Fluttershy," Sundowner said warmly. "I hope that I'll be able to help you find something for your friend. Maybe you'll even find something here that you like."

Rarity raised a disbelieving, but amused eyebrow, as she watched the interaction between Fluttershy and Sundowner. Her other eyebrow rose, and after a moment her shoulders shook as she laughed silently to herself. With amusement tingeing her voice, she said, "Perhaps you're right, Sundowner. Why don't you show us just what you have to offer such refined ladies as ourselves."

Sundowner graced Rarity with a grateful smile and tilted his head invitingly toward Fluttershy. "Gladly. If you two'd follow me." He set off into the racks with a measured stride, leading Rarity and Fluttershy into a sea of merchandise aimed for the fitness minded pony.

As they walked, Sundowner commented, "It seems like today, most everypony worries about their flanks and legs." He paused to flex his own, revealingly taunt muscles, looking over his shoulder with an inviting smile. "Of course, we here at Exhibbett offer the latest, scientifically proven system for training those thighs and glutes." There was a break in the racks of merchandise where a low platform was setup that he stopped in front of, and said, "Allow me to demonstrate."

He managed to toss his mane dramatically as he picked up a small package from a nearby shelf, and with an impressively nimble mouth he unwrapped it to reveal a pair of mauve ankle weights. He rested them on a nearby display and proudly explained, "Ankle weights, they come in a variety of colors and weight, anywhere from 2 pounds, for when you're walking across town and want to burn a few extra calories, to 40 pounds for ponies who are serious about bulking up." He ran a critical eye over Fluttershy's cutie mark, and down her legs, and quickly, overtly did the same to Rarity. "For you two though, I'd suggest the lighter weights, we wouldn't want to mess with perfection."

"Oh, um …" Fluttershy trailed off as she blushed heavily and demurely looked away.

Rarity however was smiling in amusement at her friend's reaction to the handsome stallion's flirting, she looked back over at the ankle weights and commented, "Excuse me, Sundowner, but while these aren't as garish as most, I wouldn't think that ankle weights would qualify as the latest thing out there."

Sundowner tried to catch Fluttershy's attention for a few seconds longer before he gave up and flashed a smile in Rarity's direction. "And you'd be right; however the ankle weights are only the first part of the Total Cardio System." He turned back to Fluttershy with a calm smile. "If you'll allow me," he said while holding out an expectant hoof. His smile grew wider as Fluttershy lifted up on her hooves with uncertain hesitancy. With a speed and finesse which showed he was no stranger to handling a mare's hooves, Sundowner slipped a several weights onto all of Fluttershy's hooves, one right after another. "Now then, if you'll just step up here," he indicated the nearby platform that was raised a few inches off the ground.

Fluttershy looked back at Rarity uncertainly, and Rarity shooed her on with an encouraging shake of her hoof. Looking more than a little unsure, Fluttershy stepped up onto the platform. As she did, Sundowner leaned over and flipped a nearby switch with his nose, and the floor beneath Fluttershy's hooves began to move. She was obviously caught off-guard, and nearly fell, her legs going in all directions, before she began to get the hang of it and began walking almost normally.

Rarity clearly was unimpressed as she drolled, "Oh, a treadmill, how … cutting edge."

Sundowner let out a charming chuckle. "It's not just any treadmill; it's the Omidirectional Cardio Machine. Not only does it have the smoothest, least impact surface, but it also automatically adjusts its direction and speed based on your movements and level of fitness." He lowered his voice and said to Fluttershy, "So you can see, we can take this in any direction you want, and go as fast or as slow as you'd like."

"And if I want to stop?!" Fluttershy asked with rising panic in her voice. She'd been caught in a runaway cycle, the treadmill had steadily increased its speed, forcing her to move more quickly, causing the treadmill to speed up even more, and she was now at the verge of an outright canter.

With a disappointed tone, Sundowner replied, "We can do that too," and flicked the switch once again. Gradually the treadmill ground to a stop, and Fluttershy gratefully rested, taking several deep breaths before she allowed Sundowner to help her down and take off the ankle weights. For the next few minutes, Fluttershy continued to breathe rather hard, revealing that she wasn't used to that much sustained exercise.

As Sundowner put the weights away, he took pity on her and said, "Of course we have much more than just exercise equipment. We've got supplements to keep you healthy, and spa-like treatments to keep you looking great." Rarity's ears perked up at the mention of 'spa-like,' and Sundowner must have noticed he'd piqued her interest. With a wave of his tail, he said, "In fact, just over here is something that almost everypony seems to enjoy when they come visit."

He led them to a strange looking contraption that seemed like a cross between a recumbent bench and some sort of science related monstrosity that Twilight would create. Although, the teal and turquoise color scheme it had did make it seem much less threatening than what Twilight kept in her basement.

"I'm afraid that I'll have to ask for your help in demonstrating again, Miss Fluttershy," Sundowner said cheerfully. "This is the latest in professional massaging and preening. Perfect for a pony after a long day of working out, or when they just want to relax."

Fluttershy didn't look very enthusiastic about being a test subject again, but she visibly steeled herself. With only a single recriminating glance shot at Rarity, she gingerly settled into the chair. It was an odd position, and she had to wiggle around in the seat for a few seconds before she seemed to find a somewhat comfortable position.

Gently, Sundowner pressed her even further against the back of the chair, and pulled her wings a little away from her body, carefully maneuvering them into a pair of recesses in the back of the seat. As he folded a flexible membrane around them, he asked, "So, how are you feeling?"

Fluttershy was still obviously very nervous, and tried to look around the room from her unusual position. "Um, okay, I guess. Although, it does feel a bit strange."

Sundowner's smile was on the verge of being a smirk as he replied, "It'll get better, I promise." He craned his neck and cranked a knob on top of the contraption, and the whole thing shivered ominously for a moment before it began to hum in earnest.

Fluttershy's eyes grew large, and she looked over desperately to Rarity, silently pleading for help. "I'm not sure I like this ..." There was a loud clank, followed by a buzzing sound, and Fluttershy's eyes crossed. She breathed a drawn out "ooohhhh," and her gaze lost its focus as a large smile wiped away all the concern that had marred her face only a few seconds earlier.

As Fluttershy pressed herself back into the machine, obviously enjoying the experience, Sundowner leaned against a nearby shelf and with an air of affected nonchalance, began to chat up Rarity. "So, Miss Rarity, are you and your friends from Canterlot?"

Rarity brushed some of her hair behind her ear as she replied, "Oh, you can just call me Rarity, darling. And no, we're just visiting Canterlot for today. Actually, we're from Ponyville."

Sundowner leaned in toward her and commented, "Ponyville, huh? I hear that's a nice little town. So, you're going back tonight?

"Yes, in a few hours actually," Rarity replied with a hint of regret.

Sundowner appeared genuinely disappointed. "That's a shame. Canterlot is beautiful at night, and there's so much to see, and to do. My shift ends in a couple of hours, and I could show you and your friends around town. I know all the best clubs and hot night spots in Canterlot."

Rarity smiled coquettishly at him. "That's awfully sweet, and if we had more time, I'm sure we'd take you up on your offer. However, as I said, I'm afraid that we have to go home tonight."

Sundowner turned his eyes away in thought for a moment before he offered, "Yeah … tell you what, I'll give you my card, and the next time you're in Canterlot, maybe you can look me up and I'll show you the time of your life."

Rarity only smiled enigmatically and turned her attention back to Fluttershy, who was quite obviously enjoying whatever it was the machine was doing to her wings. At least if her pleased smile bordering on addled was any indication.

Rarity had to admit, "While this does look like it would be a wonderful present for any pegasi, I'm not sure how much use an earth pony or a unicorn would get out of it."

Sundowner simply smiled knowingly. "Actually, preening is just one of the many features this machine offers. It also has a wonderful massage function, and even has an optional sonic hoof cleaner attachment. You'll never have to visit another farrier again."

He cranked another dial on the side of the machine, and rarity could see portions of the back of the chair begin to spin and vibrate. Fluttershy let out an un-lady-like, deep throated moan, and seemed to melt back into the seat, her head lolling backwards.

Seeing just how undone Fluttershy had become, Rarity cocked an eyebrow and confessed, "That is rather impressive, Sundowner. I must say, it does look rather fun, but just how long does it last?"

"Well, the first time, it's over fairly quickly. But the more often that you use it, the longer you can last, and the longer it can go." Sundowner leaned in closer to Rarity, whispering confidentially, "There's some … athletic mares I know, who can last for hours at a time." There was a soft beeping, and the buzzing from the chair began to die down. "Well, it looks like she's finished up."

As the machine died down, Fluttershy moaned a bit in disappointment. She obviously was having trouble refocusing her eyes as she stumbled out of the preening machine. Rarity rushed forward to give her friend a shoulder to lean against as she struggled to find her hooves again. Her wings hung down at her sides, almost as relaxed as her smile was.

With a hint of worry in her voice, and a slight frown, Rarity asked, "Fluttershy, darling, are you alright?"

Fluttershy rolled her head over in Rarity's direction and breathlessly replied, "Oh, I feel _wonderful_!"

Sundowner was putting a few finishing touches on turning the machine off, but he spared a glance in their direction as he kindly, but smugly observed, "Yeah, pretty much everypony feels that way after their first time."

Fluttershy burst into a relaxed fit of giggles for no apparent reason.

Her laugher was still trailing off when Rainbow Dash reappeared, swooping down and coming to an abrupt halt only inches away from her friends. Though, it took them a moment to recognize her under all the merchandise, including a Wonderbolt costume that she was wearing.

Almost before she arrived, Rainbow Dash had begun to excitedly say, "Hey guy's, check it out. You're never going to believe all the cool stuff they have here. They've got all sorts of posters with the Wonderbolts on them; some of them are even signed! And they've got banners and pennants, and the trading cards too. They even have action figures with brushable manes and tails, and check out this uniform!" She seemed to run out of things to list off, and as she wound down, she finally took stock of Fluttershy's condition. With some slight concern in her voice, she asked, "Hey, Fluttershy, are you okay?"

With a slight push against Rarity, Fluttershy was able to stand under her own power, and seemed a bit more composed than she had been before.

"She's quite fine," Rarity replied for her. "She's merely recovering from having her wings preened."

Rainbow Dash nodded sagely. "Oh yeah, that'd do it to you."

"I can see you're a fan of the Wonderbolts," Sundowner commented as he walked over to join the conversation.

Rainbow Dash exuberantly exclaimed, "Heck yeah I am. I mean, they're the best fliers in all Equestria. Who wouldn't be a fan of that?"

Sundowner replied, "I know what you mean, I love how every show they bring it one hundred percent. Every time they just push it to the limit, and you think they won't be able to make it, but they pull it off somehow. Did you see the show they had last month in Appleton?"

Rainbow Dash frowned regretfully as she answered, "Nah, I had to work that weekend. But I did see the one they had three months ago where Fleetfoot pulled off that amazing recovery from that dive where she nearly slammed into the ground."

"Yeah, I heard that was one pretty killer show. Listen, we're running a special deal for Wonderbolt fans, five percent off on all Wonderbolt items store-wide."

"Seriously?"

Sundowner smiled warmly, "For a Wonderbolt fan as beautiful as you, definitely."

Rarity scoffed and rolled her eyes at just how shameless Sundowner was, while Fluttershy was literally floating on air and was still lost in her own little world.

"Well, I'm afraid that we're running out of time, Rainbow Dash. We should probably go ahead and finish buying whatever it is you're going to buy."

Rainbow Dash looked down contemplatively at all the merchandise draped over her, and Sundowner took the hint. "Well, if you'll follow me, I can ring you up real quick and you lovely mares can be on your way."

Rainbow Dash merrily trotted after him as he led the way back through the aisles while Rarity herded Fluttershy after them.

Several bits, a few bargains, and a couple of quick flights back to get just one more thing later, and the three ponies said their goodbyes to Sundowner. He'd had a rakish smile and a wink for each of them as he slipped all three an embossed card with his name and address on it. Quickly making their goodbyes, Rainbow Dash, Fluttershy, and Rarity found themselves in the street once more, this time with Rainbow Dash sporting a veritable bevy of bags.

The day was fast fading, the dark amber light of the setting sun casting long, warm shadows across Canterlot. The three friends merged into the evening traffic without any particular destination in mind. Rainbow Dash weighed down by her perfusion of bags, but with a bounce in her step. Fluttershy was still floating along, sighing in contentment every once in a while.

Only Rarity seemed disappointed as she threw away the card Sundowner had given them and glanced up to gauge the time of day. "It's getting late. I'm afraid the train will be leaving soon," she commented with disappointment. "And we still haven't found anything for Pinkie."

There was a soft clop as Fluttershy hit the ground, her face falling as quickly as she did. Softly she said, "Oh no, you're right."

Rainbow Dash halted mid-stride as panic shot through her, but she quickly recovered and replied, "What are you talking about? We bought plenty of awesome stuff." She let a couple of the bags she was carrying drop, and began to rummage through them.

"Well yes, but is any of that something that Pinkie would like?" Rarity asked.

Rainbow Dash bit her bottom lip in concentration as she mentally ran down the list of all the things she'd bought for herself.

"Hang on a second. I know I've got something here," she said as she began to riffle through her bags even more rapidly.

At last she straightened up with a small cry of triumph and a wad of tissue paper wrapped around something attached to a string dangling from her mouth. She gave her head a shake, causing the paper to fall away, revealing a porcelain Hearth's Warming Eve ornament of a Wonderbolt in mid-flight with a short tail of ceramic clouds and lightning bolts following after.

"What about this?" Rainbow Dash asked around a mouthful of string.

Fluttershy hopefully examined the figurine, but her face fell and she pointed out, "Um, Rainbow Dash, I don't want to disagree with you, but I'm not sure if Pinkie would really like that."

Rainbow Dash tilted her head and tried to look down at the ornament before she looked back up at Fluttershy. "What do you mean?"

Fluttershy looked away, obviously searching for a way to say what she meant in the nicest way possible.

Rarity stepped in and explained, "What she means is that Pinkie probably doesn't enjoy the Wonderbolts quite as much as you do." Privately Rarity felt there were few ponies who liked the Wonderbolts as much as Rainbow Dash, but she kept that thought to herself.

For a moment, Rainbow Dash looked like she wanted to argue the point, but, but both her head and her ears drooped as she sighed and admitted, "Yeah, you're probably right." She packed away the figurine and with much less enthusiasm picked her bags back up. "I guess we should try someplace else."

"We don't have enough time," Rarity pointed out.

"Well, maybe we'll find someplace on the way back to the station," Fluttershy said hopefully.

Rarity and Rainbow Dash exchanged a less than hopeful look, and with halting steps, the three began to make their way back to the train station. For the first few blocks they held out a slight hope for sudden inspiration, but all too soon they lapsed into a disappointed, resigned silence. While they passed a wide variety of stores, they all seemed superficial and impersonal. None of them seemed to have the vibrancy, the uniqueness that seemed necessary for a gift meant for Pinkie Pie.

The streets were becoming less crowded and a few of the stores had turned their signs from open to closed as the street light began to glow. Rarity had all but given up hope, and was mentally convincing herself that their apology earlier had been enough. Pinkie had forgiven them after all. Rainbow Dash was lost in her own thoughts, adrift in her own self-recrimination. She had set out to find the most awesome gift for Pinkie that they could find, and instead she'd allowed herself to be caught up in buying presents for herself. All the things she'd bought that had been so light only a short while before, now weighed heavily on her.

Fluttershy was feeling just as horrible as her friends for failing to find something for Pinkie that showed her just how much she meant to them. She had hoped that they would be able to find something to make up for their selfish mistake. But, just as her thoughts began to circle around on how bad a pony she was, Fluttershy's attention was caught by the sun flashing off an old fashioned window down a small side street.

Without thought, she turned her head to look and found, almost hidden by a bend in the road, a small store with a mellowed and faded sign promising antiques and curiosities. In the evening sunlight, the store's window seemed to glow with a beckoning inner fire. A tiny spurt of hope flared in her chest, and with a quiet voice she broke the sorrowful silence. "Before we go, why don't we try that store over there? It would only take a few minutes."

Both Rainbow Dash and Rarity looked dumbly at Fluttershy for a moment before following where her hoof was pointing.

Rarity didn't like how dirty the smaller side street appeared compared to the wide thoroughfare they were on, and with more than a bit of unwillingness she replied, "I don't know, Fluttershy, it's getting rather late."

"Yeah, and that place looks kind of run down," Rainbow Dash said in agreement.

Even from a distance, Fluttershy could sense something magical about the store, so instead of simply going along with her friends, she stood up for herself. "We're already almost all the way back to the train depot, and it will only take a little while to look," she said cajolingly, giving her friends a pleading face, complete with watering eyes and a frown that threatened to quiver at a moment's notice. "Please, Rarity, Rainbow Dash."

Confronted with such an effective tactic, neither Rainbow Dash nor Rarity could do anything but sigh in resignation. Rarity replied, "I suppose that if we hurry, we do have enough time before our train departs."

Rainbow Dash chimed in, "And who knows, maybe we'll find something for Pinkie in all that junk."

Fluttershy felt positively giddy from convincing her friends to do something that she wanted to do. She almost pranced as she turned down the side street.

It seemed older than the main highway through Canterlot. Its cobblestones were uneven, creating peaks and valleys that threatened to catch the unwary hoof of a distracted shopper. There were fewer stores down the twisty road, and they all appeared older, more established than the glitzy, more modern ones found less than a block away.

As they approached the store Fluttershy had spied, its interior, as much as could be seen through the thick plate glass window, appeared to be every inch of what its dilapidated sign promised. Behind the warmly lit glass there was a veritable wall of what could politely be called odds and ends.

A small bell twinkled as Fluttershy pushed open the door and made her way down the single aisle that had been made in between twin mountains of 'antiques and curiosities.' Rarity followed closely behind her, looking around the den of iniquity with shocked fascination, careful not to touch anything in the jam-packed store. Rainbow Dash brought up the rear, looking almost as unsure as Rarity, her bright, vibrant bags from Exhibbett clashing with the muted, somber tones that seemed to dominate the store. Out of the three, only Fluttershy was smiling as she excitedly ran her eyes over all the fascinating things the store had for sale.

There came the muted sound of rustling cloth from the back of the store, and a kind voice, worn by age, called out, "Come on in, dearies. Is there anything I can help you with?"

Fluttershy, Rarity, and Rainbow Dash came to the end of the aisle and found themselves in a small space facing a glass counter that ran nearly the whole width of the store. Almost buried behind the stacks of clothes, toys, and bric-a-brac from a bygone age, on old earth pony mare, almost as faded and worn as the rest of the store, smiled welcomingly from behind the lenses of a thick pair of glasses.

Neither Rainbow Dash nor Rarity seemed too keen on answering, so, with a pleasant smile, Fluttershy braved a simple, "Hello."

The old earth pony beamed back at her and good-naturedly replied, "Hello to you too, young lady. How can I help you today?"

Her open face and honest attitude drew Fluttershy closer to the glass counter and she found herself replying, "Well, my friends and I," she paused to look back to include Rarity and Rainbow Dash in the conversation. Rainbow Dash however had moved a little ways away and was minutely examining what appeared to be a cross between a mobile and a music box, her face only inches away from it. Slowly, carefully she reached out a hoof, and at the last moment, gave it a jab, sending the delicate figurines spinning noisily. With a guilty start, she hastily looked around to see if anypony had noticed, and then began to nonchalantly walk away with feigned innocence. On the other side of the store, Rarity's attention had been caught by a rack of vintage clothing. Gingerly she picked her way across the cluttered store, braving the dust and other grime in the name of fashion.

Fluttershy turned back to the shopkeeper, a bit sheepishly. "Well, anyway, my friends and I are looking for something, a gift for another friend of ours."

The older mare looked thoughtful for a moment and kindly asked, "If you don't mind my asking, what's the occasion?"

Innocently, Fluttershy asked, "What do you mean?"

The storekeeper smiled at her naïveté and replied, "Well, when you're giving a gift to somepony, you have to consider two things. The pony you're giving it to, and the reason you're giving it to them. For instance, a birthday present is different than a Heart's and Hooves day present, which is different from a Hearth's Warming Eve present."

"That's true ..." Fluttershy said thoughtfully, her eyes cut to the side as she reminisced about presents that she'd given and received in the past. Honestly, she'd never really put that much thought into the nature of gift giving before.

"Sure it is. So, why are you getting your friend a present?"

Fluttershy sighed with reluctance, but there was something about the old mare that was comforting, like she could tell her anything. "Well, we kind of did something bad to our friend. We were selfish and hurt her, so we're trying to find something that will make it up to her, even if it's only just a little bit."

The storeowner's face grew a bit harder, and she sighed deeply before replying, "So, you're just trying to find her a present so that she'll up and forgive you three."

Fluttershy quickly waved her hooves in denial and hastily answered, "Oh no, not really. You see, we already apologized, and we really are very sorry for the way we acted. Pinkie could tell that we feel horrible about the whole thing, and she was kind enough to forgive us. But still, we feel really bad about what we did, so we want to get her something, not because we want to ... buy her forgiveness, but because we want to show her just how special she is to us, and how lucky we are to have her as a friend." Fluttershy frowned sadly. "I just really hope that no matter what happens, we'll always be friends."

The storekeeper had been frowning slightly, but as Fluttershy revealed her honest emotions, her expression had melted into a soft smile. "I see. That sounds like a wonderful reason to get a present for somepony, actually. So tell me, what kind of pony is she?"

"Well, hmm ..." Fluttershy raised her hoof to her chin in thought. "She's always very cheerful, and has lots of energy. She really likes sweets and pastries, and parties."

"And pranks," Rainbow Dash cheerfully added, moving closer to the counter, not having found anything too interesting in the rest of the store.

"Especially pranks," Rarity grumbled as she continued to peruse the rack of clothes, hopeful that there was something in the mass of mothballed cloth worth her time.

"My, she certainly sounds like a lively pony," The store's owner replied with a hoof against her chest.

Fluttershy smiled at just how much of an understatement that was. "Oh yes, she is."

The old earth mare tilted her head in thought for a minute before she said, "You know what, I think I might have just what you're looking for." Without further ado, she disappeared behind a worn, but well-mended curtain that covered a door leading even further into the depths of the store.

While she waited for her return, Fluttershy began to examine the odds and ends that were on display behind the dense glass of the counter. There was an eclectic assortment of items that were either valuable, fragile, or both. In one section was an assortment of mismatched bone china covered in scenes from daily life from a century ago, frozen forever in delicate blue. Nearby was a vast collection of jewelry, necklaces, rings, broaches, lockets, earrings, all in brightly polished silver, or warmly glowing gold, with anachronistically cut and set jewels. Next to that was a display that Twilight would have loved. Dozens of important looking books carefully stacked and kept protected from humidity by a few discrete dehumidifiers. Their ancient binding was cracked, and their titles were worn nearly away, but their obvious age lent them an air of gravity that modern books simply lacked. The final section of the display was taken up by what Fluttershy considered stallion's jewelry. Pocket watches of all shapes and sizes, alongside stick pens, tie tacks, toothpick cases, and various other small but valuable items that stallions liked to have to prove their fortune.

Rainbow Dash sighed in a huff of air, obviously impatient to leave. Fluttershy was just turning to reassure her that they wouldn't be too much longer, when the curtain behind the counter was dramatically swept back by the storeowner. She had a decently sized box that she carried by a ribbon that had been knotted around it. With obvious pride, she carefully set it down on the glass in front of Fluttershy.

Rarity had found a dinner jacket that was somewhat interesting. At least in the way it had been cut, and the simple, elegant lines that it would create when worn by a stallion. However the thick wool it had been made out of was a rather putrid green, and she wasn't sure if even her skills could save it. She made a mental note on how it had been designed, planning out on how to rework it with modern materials. After all, everything old was new again. While she mentally chalked out a design, she gravitated back over to the counter where Fluttershy and Rainbow Dash were considering the box the owner had provided with curiosity.

With dramatically slow movements, the store's owner slowly pulled apart the knot in the ribbon holding the box closed, and carefully laid it aside. The air was thick with suspense as she leaned in toward the box's top, and Fluttershy, Rainbow Dash, and Rarity all leaned forward to find out just what was inside. Their heads nearly bumped together as the older mare ripped off the lid with gusto, revealing nothing but a simple hat. It was made of pink felt, with a burgundy band just above the brim, holding a jauntily angled and quite colorful feather.

Both Fluttershy and Rainbow Dash's faces fell in confused disappointment, but Rarity's eyes lit up and she leaned forward even further. "That's a simply marvelous hat," she gushed. Only a few hours before, as they'd first entered Canterlot, she'd been silently lamenting her lack of foresight not to bring one of her many wonderful hats. She lifted up her eyes beseechingly to the storeowner and asked, "May I?"

The older mare kindly smile and replied, "Go ahead, dearie."

With just a bit of concentration, Rarity lifted the hat out of the box with her magic, and floated it in the air so that she and her friends could better examine it.

"It's nice," Fluttershy said uncertainly.

"It's a hat," Rainbow Dash pointed out flatly.

The storeowner was quick to explain, "Yes it is a hat, one of the more popular ones from a few years ago. I remember my friends and I going out on the town and living it up wearing hats just like these. Anypony who loved to party would dress to the nines, and top it off with a wonderful hat like this."

Rainbow Dash looked far from convinced, but was polite enough to keep quiet.

Rarity though was obviously enamored and lightly placed it on her head before traipsing over to a nearby spotted mirror where she examined how well it looked on her.

"I was expecting something a little more ..." Fluttershy tried to find the words to explain herself, but the best she could come up with was, "Well, just something else I guess."

Cluelessly the storekeeper asked, "Like what?"

"Well I for one absolutely adore it!" Rarity said excitedly. She turned around with sparkles in her eyes, and quickly asked, "How much is it?"

The store's owner smile and replied, "For you, thirty bits."

"Thirty bits?! That's highway robbery," Rarity rejoined. She walked back over to the counter and set the hat down in its box. With determination in her eyes she leaned over the counter, and soon was engaged in a rousing back and forth with the store owner, haggling down the price.

Rainbow Dash rolled her eyes and sighed as she put her elbow on the counter, and rested her head on her hoof in bored resignation.

Not wanting to leave empty hooved, Fluttershy desperately began to search through the glass cases below the counter, ducking her head lower and lower, as she moved from shelf to shelf, skimming over the impersonal jewelry, until something caught her eye. In the far corner of one of the lower shelves, mostly obscured by a very gaudy pair of earrings, was a cameo. Actually a set of cameos that looked like they were all connected together.

During a lull in her conversation with Rarity, Fluttershy pointed her hoof toward the jewelry and timidly asked the storekeeper, "Excuse me, but could I please see that cameo more closely?"

The elder mare broke off her conversation with Rarity for a moment, and bent down to slide open the back of the counter. She quickly retrieved the cameo that Fluttershy had pointed out, and carefully laid it atop the glass counter.

It was a necklace with a thin golden band holding a trio of cameos in a V pattern. One was of a pegasi pony with a light blue background, another was of a unicorn with a pale yellow background, and the third was of an earth pony with a pinkish-red background. The bonds that held the three cameos together seemed unbreakable, and Fluttershy knew that she'd found their gift for Pinkie.

Even Rainbow Dash seemed somewhat impressed. "Hey, that looks pretty cool."

Before Rarity and the earth mare could go back to haggling, Fluttershy asked, "Um, how much is it?"

"For that?" The other pony looked down at the necklace appraisingly. "Hmm, one hundred bits."

Fluttershy breathed in sharply. To be honest, it was probably a fair price for the necklace. But still, it was far more than she'd expected. "Is there any way you could go lower?" Fluttershy asked timorously.

She looked absolutely wretched at having to ask for a discount, and the storeowner could see that she did really want the necklace for her friend. Sympathetically she said, "Well, I paid eighty-five bits for it originally, so I suppose I could go as low as ninety."

Fluttershy tried to smile gratefully at the other mare's kindness, but it was pained at best. "Thank you, But I'm going to have to think about it." Sadly she turned away from the counter and slowly walked a little ways away.

Rainbow Dash and Rarity watched her go in concern. They exchanged worried glances, and Rainbow Dash glided after her, while Rarity smiled at the shopkeeper and said, "Excuse us for a moment," before she too hurried after Fluttershy.

Fluttershy's ears were drooped and her head was hanging low as she debated with herself as to whether she should just give up or not. She turned her head slightly and suddenly found Rainbow Dash's face almost pressed against hers. Rarity joined them seconds later, and the three of them found themselves in an impromptu huddle.

"So, you think Pinkie'll like that necklace, huh Fluttershy?" Rainbow Dash asked.

Rarity said consideringly, "It is rather nice, but I'm not sure that it's quite Pinkie's style."

"Oh, but it is," Fluttershy disagreed. "It has all three types of ponies on it, representing all of us, and all our friends, and how strong our friendship is. And, it's made out of agate, that's one of Pinkie's most favorite kinds of stone. I know she'll love it. I can just feel it!"

"You got all that from a necklace?" Rainbow Dash asked. "Huh. Well, if you feel it's that awesome, we can just split it three ways, that'd only be thirty bits from each of us."

Fluttershy smiled brightly, and her head and ears perked up, but only for a moment before a sinking realization set in. "Um, I kind of didn't bring my wallet with me today."

Rainbow Dash looked over at her incredulously and asked, "Seriously?"

Fluttershy hastily and almost hysterically explained, "But I thought we were just going to the competition today. I didn't think we'd go out shopping or anything like that, so I just didn't bring it along," she practically wailed.

"There there, dear," Rarity said soothingly, patting her on the shoulder reassuringly. "It's not the end of the world. Rainbow Dash and I can simply purchase it. It will still only be forty-five bits between us, so I'll still have enough to buy that fabulous hat."

Rainbow Dash seemed pumped up for a moment, but then she laughed nervously and seemed unwilling to meet anypony's eyes. "Yeah, about that, I kind of blew all my money on this stuff." She fluttered her wings, rustling the bags she carried.

Rarity was silent for a moment before she said in exasperation, "Honestly, Rainbow Dash ..." She sighed and rubbed at her eyes with her hoof. Without looking up she asked, "And you're sure that Pinkie will absolutely love this necklace?"

"Oh yes, I know she will."

Rarity let out a final deep sigh before she adopted a small smile and remarked to Fluttershy, "Well, that hat will still be here next week, or whenever I visit Canterlot next time."

"Oh, thank you Rarity!" Fluttershy said excitedly as she threw her hooves around Rarity's neck in a tight hug. She quickly let go, not wanting to embarrass her friend with too much of a public display of affection.

Resolutely the three friends returned to the counter where the storekeeper was smiling and remarked, "Well, it looks like you've come to a decision."

Without sparing a look at the hat still resting in its box, Rarity smiled with determination and set her purse down on the counter. "Yes, ma'am. I'd like to purchase that necklace if you don't mind."

A few minutes later found the friends stepping back out into the street, with Fluttershy balancing a box between her wings. The evening air was cool and crisp, and the sun had nearly disappeared beyond the horizon. The three ponies hurried back to the main thoroughfare and raced down the fairly empty street toward the train depot.

The stars were out by the time they reached it, and found Twilight, Applejack, and Pinkie Pie waiting for them on the platform in front of the train.

"There you girls are," Twilight said in relief. "Where were you?"

"Oh you know, doing a bit of shopping," Rarity dryly replied, glancing significantly in Rainbow Dash's direction.

"Boy, ah'll say." Applejack gave Rainbow Dash a once over and asked, "Rainbow Dash, is that you under all that?"

Rainbow Dash rolled her eyes and replied, "Yeah, yeah, what can I say, they were having a sale."

Twilight cocked an eyebrow and commented, "Honestly, I never thought I'd hear you, of all ponies, say that Rainbow Dash."

"So, what'd you guys get, huh?!" Pinkie asked excitedly as she bounced over to them. "Anything shiny, or exciting, or for me?"

"Well," Fluttershy said softly. She turned her head and nudged the package on her back into her mouth. "We did actually get you something, Pinkie," she said, only slightly impeded by the box in her teeth.

Pinkie grew very still and her smile grew wider as she asked, "You did?!" She barely waited for Fluttershy's nod before she snatched the box from Fluttershy and ripped the packaging apart to find the necklace resting on a bed of blue tissue paper. As soon as she saw it, Pinkie became absolutely still.

"We just wanted to get you something to say that we're sorry," Rarity explained.

"And to apologize for being so selfish and not thinking about how we were hurting you," Fluttershy added.

"Yeah, and we wanted to get you something that said that we hope we're still friends, and that we'll always be together," Rainbow Dash finished.

Everypony was silent for several tense seconds as they waited to gauge Pinkie's reaction. Slowly, carefully she lifted the necklace out of the tissue paper and clasped it around her neck. With one hoof she held up the cameos to examine them more closely.

There was a hitch in Pinkie's voice as she said, "Oh you guys, this looks exactly like one that my grandmother had years ago. I used to play with it when I was a filly. You didn't have to get me anything, but thank you. Thank you so much!" She stretched out her hooves and wrapped Fluttershy, Rarity, and Rainbow Dash into a tearful group hug. "You guys are the best friends a mare could ever ask for!" Somehow she stretched a hoof even further and pulled Applejack and Twilight into the hug with them. "No matter what happens, we're going to be best friends forever!"

A hiss of steam interrupted the touching moment, and a grizzled old stallion leaned off the train and shouted, "Last call for Ponyville, everypony aboard!"

Reluctantly Pinkie broke the group hug and the ponies scrambled onboard, Pinkie's new necklace bouncing against her throat. She gleefully declared, "Just wait until we get back to Ponyville, I'm going to through you guys the biggest thank you party ever!" Her friends just giggled, glad that everything was back to normal.

THE END

* * *

A/N

This one's for Graf

Sorry for all the mistakes, but I did this one solo, no editors.

"Had I the heavens' embroidered cloths,

Enwrought with golden and silver light,

The blue and the dim and the dark cloths

Of night and light and the half-light,

I would spread the cloths under your feet:

But I, being poor, have only my dreams;

I have spread my dreams under your feet;

Tread softly because you tread on my dreams."

- Yeats


End file.
